Republic of the
SUPREME COURT
Manila
SECOND DIVISION
RODOLFO M.
CUENCA, G.R. No. 146214
Petitioner,
- versus -
HON.
ALBERTO P. ATAS, Present:
JULITO F.
FABRERO, and HON.
NATHANIEL A. LOBIGAS, in CARPIO
MORALES, J.,
their capacity as Hearing Officers Acting Chairperson,
of the SECURITIES AND TINGA,
EXCHANGE COMMISSION; VELASCO, JR.,
PHILIPPINE NATIONAL NACHURA,*
and
CONSTRUCTION CORPORATION, REYES,* JJ.
ASSET PRIVATIZATION TRUST,
PHILIPPINE NATIONAL BANK,
DEVELOPMENT BANK OF
THE
DEVELOPMENT COMPANY,
PHILIPPINE EXPORT AND
FOREIGN LOAN GUARANTEE
CORPORATION, and
GOVERNMENT SERVICE Promulgated:
INSURANCE SYSTEM,
Respondents.
October 5, 2007
x-----------------------------------------------------------------------------------------x
D E C I S I
O N
VELASCO, JR., J.:
The Case
In this Petition for Review
on Certiorari[1] of
the adverse November 29, 2000 Decision[2]
of the Court of Appeals (CA) in CA-G.R. SP No. 60366, petitioner Rodolfo M.
Cuenca, in effect, questions the July 10, 2000 Decision[3]
of the Securities and Exchange Commission (SEC) Securities Investigation and
Clearing Department (SICD) in SICD SEC Case No. 05-96-5357 entitled Rodolfo M. Cuenca v. Philippine National
Construction Corporation (PNCC), et al., which declared defendants-government
financial institutions (GFIs) as majority stockholders of the PNCC. The SICD Decision was affirmed by the SEC in
SEC Case No. AC 807, which, in turn, was upheld by the CA in its assailed
The Facts
Petitioner was an incorporator, President, and Chief
Executive Officer of the then Construction Development Corporation of the
However,
its unpaid obligations ballooned so much that by 1983, it became impossible for
it to settle its maturing and overdue accounts with various GFIs, namely, the
Philippine National Bank (PNB), Development Bank of the Philippines (DBP), National
Development Company (NDC), Government Service Insurance System (GSIS), Land
Bank of the Philippines (LBP), and Philippine Export and Foreign Loan Guarantee
Corporation (PEFLGC), now known as the Trade and Investment Development
Corporation of the Philippines.
On
On
April 25, 1983, a special stockholders’ meeting, presided by petitioner, was
held whereby stockholders representing more than two-thirds (2/3) of the
outstanding capital stock of CDCP approved the increase of its authorized
capital stock from PhP 1.6 to 2.7 billion in accordance with LOI 1295. Thus, the CDCP, pursuant to said letter,
converted some of its obligations to GFIs into equity.
Consequently,
CDCP issued common shares to DBP, NDC, GSIS, LBP, PEFLGC, and preferred “D”
shares to PNB in consideration for the extinguishment of some of CDCP’s
outstanding loan obligations to said GFIs, all of which were duly recorded in
its corporate books. Subsequently, in
December 1983, the SEC approved the increase of CDCP’s authorized capital stock,
and the corresponding CDCP Certificates of Stock were issued in the names of
DBP, GSIS, LBP, PEFLGC, and PNB, to wit:
Certificates of stock issued Name No. of shares issued to GFIs
Cert. of Stock No. 40269[5] DBP 26,987,477
common shares
Cert. of Stock No. 40270[6] PEFLGC 37,584,577
common shares
Cert. of Stock No. 40271[7] GSIS 47,490,000
common shares
Cert. of Stock No. 40272 LBP 657,836 common shares
Cert. of Stock No.
The
total subscription of the above issuance of shares of stock pursuant to LOI 1295
amounted to PhP 1,405,202,000 or 1.4 billion.
Thus,
with the implementation of LOI 1295, respondents-GFIs became the majority
stockholders of CDCP to the extent of 70% of the authorized capital stocks. The
change in the corporation’s ownership was made public through various
announcements.[9] CDCP was later renamed to PNCC to reflect the
Philippine Government stockholding, and became a government-acquired asset
corporation. Consequently, the various GFIs were given seats in the Board of
Directors of PNCC and participated in the management of the company.
On
Meanwhile,
sometime in 1988, pursuant to Administrative Order Nos. 14 and 64, DBP, PNB,
PEFLGC, and NDC transferred their interests in PNCC to the Republic of the
On
May 31, 1996, more than a decade after LOI 1295 was implemented, petitioner
filed a complaint before the SEC SICD docketed as SEC Case No. 05-96-5357
entitled Rodolfo M. Cuenca v. PNCC, et
al., for the SEC to determine and
declare whether the GFIs were registered stockholders of PNCC and the number of
shares held by each of them and to compel PNCC to call and hold regular
stockholders’ meetings and election of directors every year.
Petitioner
averred that while PNCC issued the above specified certificates of stock to the
GFIs pursuant to LOI 1295, the GFIs however refused to cancel and never did
cancel the loans in their books as payment for the shares issued in their names
by PNCC as “they considered it to be a diminution of the value of their
investments.” Thus, petitioner claimed
that some of the GFIs refused to accept delivery of the stock certificates from
PNCC while others were not even aware of the issuance of the certificates of
stock in their names. Consequently,
respondents-GFIs continued to charge and receive payments for their loan and
interest charges from PNCC though these loans were supposed to have been
converted into common stock in 1983 pursuant to LOI 1295.
In
March 1998, with the idea of spinning-off its toll-way operations, PNCC
scheduled a special stockholders’ meeting on
On
April 14, 1998, the date of the special stockholders’ meeting of PNCC, the SEC
SICD, through its hearing officer, granted petitioner’s urgent application and
issued a TRO enjoining the GFIs from voting their shares of stock in PNCC.[10] Thereafter, the parties presented their
respective preliminary evidence during the hearings for the issuance of a
preliminary injunction.
Meanwhile,
despite the pendency of SICD SEC Case No. 05-96-5357, petitioner filed a Third
Amended Complaint[11]
before the Makati City Regional Trial Court (RTC), Branch 142, docketed as
Civil Case No. 95-1356 and entitled Rodolfo
M. Cuenca, for and in behalf of PNCC v. APT, et al. for (1) enforcement and strict compliance with LOI
1295; (2) cancellation of all penalties, interest, and surcharges accrued after
December 31, 1982; (3) enjoinment of the GFIs from receiving any real or
personal properties from PNCC; and (4) cancellation of the transfer of Lot 3,
Block 1, RL-04-000001 covered by Transfer Certificate of Title (TCT) No. 34996
to APT.
On
In
the meantime, on
On
Consequently,
SEC SICD Director Daisy Besa-De Asis designated respondents Hearing Officers
Alberto P. Atas, Julito F. Fabrero, and Nathaniel A. Lobigas as the three
(3)-person Hearing Panel.
During
the hearings of the instant case, through a
On
In
the preliminary conference on
On
June 13 and 14, 2000, PNCC adopted the testimonial and documentary evidence it
presented during the hearing on the preliminary injunction as part of its
evidence-in-chief and adduced further additional witnesses and documentary
evidence to substantiate the new matter presented in its amended answer. The GFIs adopted PNCC’s evidence which was orally
offered by PNCC over petitioner’s objection.
The
Hearing Panel scheduled the reception of petitioner’s rebuttal evidence on June
19 and 20, 2000. However, on
On
The Ruling of the SEC SICD
On
WHEREFORE,
plaintiff’s Complaint is hereby dismissed for lack of merit and the Orders
dated
The
Hearing Panel found that the evidence presented by PNCC and GFIs constituted
substantial proof of the implementation of LOI 1295. It reasoned that not only did PNCC issue the
shares of stock as shown in its stock ledger cards but such fact was
corroborated by Caval Securities Registry, Inc., PNCC’s stock transfer agent,
which prepared PNCC’s September 15, 1987 Schedule of Subscription.[26] Moreover, prior to the filing of the instant
case, the GFIs have been nominating their representatives to PNCC’s Board of
Directors which is an attribute of ownership of shares of stock in PNCC.
The
Hearing Panel also took cognizance of the April 14, 2000 Deed of Confirmation[27]
and the June 7, 2000 Supplement to Deed of Confirmation[28]
executed by the GFIs, which erased all doubts on the implementation of LOI 1295
by the conversion of the GFIs’ loan receivables from PNCC into the latter’s
equity. Thus, with the clear
consideration of loan receivables for the shares of stock, the shares issued to
the GFIs cannot in any way be considered “watered stocks.” It cited Section 62 of the Corporation Code
which expressly allows the issuance of shares of stock in consideration for
previously incurred indebtedness.
Moreover,
the Notes to the Financial Statements[29]
on the Report on Examinations of Financial Statements[30]
for comparative periods of
On
the other hand, the Hearing Panel found the pieces of evidence presented by
petitioner, most of which were the same ones presented by respondents, to be
inconsequential and insufficient to overthrow the weight of the evidence
presented by respondents that a conversion of PNCC’s debt into equity was
implemented. It ratiocinated that the
“badges of fraud” pointed out by petitioner are inconsequential as no clear and
convincing evidence was presented by petitioner, and that allegations cannot
take the place of proof. Likewise, the
lack of a subscription agreement was not fatal to the shares of stock issued to
the GFIs as LOI 1295 in no uncertain terms mandated such conversion of
debt-to-equity which was duly approved by the stockholders of PNCC in
increasing its authorized capital stock precisely pursuant to LOI 1295.
Anent
the August 15, 1995 Memorandum of Agreement[32]
executed by the Department of Finance (DOF), APT, and PNCC, whereby PNCC
assigned to APT and the DOF Lot 3, Block 1, RL-04-000001 covered by TCT No.
34996, such did not by far prove that PNCC paid its obligations to PNB and DBP,
which transferred their assets to the National Government, and the shares PNCC
issued to these GFIs were without consideration. Evidence shows that PNCC owed PNB PhP 1.79
billion and DBP PhP 629 million, but what were converted into equity were only
PhP 255 million for PNB and PhP 269.874 million for DBP, thus leaving
outstanding balances of PhP 1.535 billion for PNB and PhP 359 million for
DBP. These outstanding and unconverted
loan credits were the subject of the assignment of receivables to APT.
In fine, the Hearing Panel cited
the resolution of the 1992 case of Children’s Garden of the Philippines v.
APT,[33]
where this Court ruled that the implementation of LOI 1295 was already a fait
accompli; thus, there was clear recognition by the Court of the factual
conversion of GFIs’ loan credits to PNCC shares.
As
regards NDC, the Hearing Panel dismissed the complaint against it for failure
of petitioner to state a cause of action as the issuance of 14,699,000 shares
of common stock of PNCC in favor of NDC in 1987 was pursuant to LOI 1136 and not
LOI 1295, and the shares were issued for valuable consideration.
The Ruling
of the SEC En Banc
With the
adverse ruling against him, petitioner timely filed his Notice of Appeal[34]
and Petition for Review on Certiorari and/or Memorandum on Appeal.[35]
Aside from assailing the July 10, 2000 SEC SICD Decision, petitioner also
assailed the July 3, 2000 Omnibus Order terminating the presentation of his
rebuttal evidence and submitting the case for decision on the merits, and the
June 27, 2000 Preliminary Conference Order[36]
barring him from presenting additional witnesses as part of his evidence-in-chief. Petitioner raised before the SEC en banc
the allegations that the Hearing Panel conspired with PNCC in railroading the
trial and issuing the questioned Orders and Decision.
Among other
things, petitioner assails the “speed,” taking only seven (7) days from the
date the case was submitted for decision, with which the Hearing Panel came out
with a “grammar-perfect” decision. It
concluded that it was PNCC which prepared the decision, pointing out numerous
instances where the text of the assailed decision is identical to or very
similar to some portions of PNCC’s petitions in another case.
Subsequently,
the SEC en banc issued its August 8, 2000 Order denying petitioner’s
appeal and affirming in toto the July 10, 2000 Decision of the SEC SICD.
The decretal portion states:
FINDING NO REVERSIBLE ERROR, therefore, the herein Appeal should be, as it is hereby DISMISSED.
The 10th July 2000 Decision in SICD Case No. 05-96-5357 is herewith AFFIRMED in toto.
Costs adjudged against the appellant.[37]
The SEC en
banc found that petitioner banked on sweeping speculations and assumptions
except the significant and substantial proof to corroborate the serious charges
leveled against the Hearing Panel. It
reasoned that petitioner had not shown malice, bad faith, or corrupt purpose on
the part of the Hearing Panel to warrant the reversal of the assailed Decision.
Moreover,
it pointed out that petitioner failed to procedurally appreciate the import of
the mandatory requirements set forth in the SEC Rules of Procedure in effect at
that time, as the Hearing Panel merely adhered to Rule V, Sec. 4 of said Rules
of Procedure, which provides that “hearings shall be commenced not later than
15 days from the date of the termination of the preliminary conference and
completed within 20 days from the date of the first hearing.” Besides, according
to the SEC en banc, the proceedings in
the SEC SICD were summary in nature; thus, “speed” seemed to ensue when the
case was heard and decided.
On the
issue of violation or infringement of petitioner’s right to due process, the
SEC en banc found no basis for it, as the summary nature of the
proceedings below has to be followed by the Hearing Panel. Moreover, the SEC en banc found a
dearth of evidence to lend support to petitioner’s contention.
Finally,
the SEC en banc likewise relied on the GFIs’ ratification of their
subscription to the shares issued by PNCC pursuant to LOI 1295 to erase any
doubt about its implementation and the extinguishment of PNCC’s unpaid loan
credits to the extent of such issuance of shares of stock.
The Ruling
of the Court of Appeals
Aggrieved,
on
Thereafter,
through its assailed November 29, 2000 Decision,[39]
the CA denied and dismissed the petition for review for lack of merit; thus, it
upheld the SEC en banc order affirming the SEC SICD decision which
dismissed petitioner’s complaint. The CA
found that neither the SEC en banc nor the SEC Hearing Panel committed
grave abuse of discretion amounting to lack or excess of jurisdiction in
rendering their respective orders and decision.
The
appellate court failed to see any rhyme or reason in finding fault in or to
disturb the findings of the SEC en banc on its ruling regarding the
alleged suspicious and compelling badges of fraud pointing to a conspiracy
between the Hearing Panel and PNCC. It
quoted with approbation the quasi-judicial agency’s disquisition on this
matter. Moreover, it reasoned that there
was nothing startling or irregular in the fact that the text of the same
decision was similar in language with the text of the pleadings filed by PNCC
as the Hearing Panel is allowed by the Rules to adopt any part of the position
papers or draft decisions the parties had filed in their resolution or decision. As regards the constitution of the three-person
Hearing Panel, the CA held that by not filing a motion for reconsideration of
the order granting the constitution of the panel, petitioner could not now
evoke suspicion on it.
The CA
further upheld the summary proceedings before the Hearing Panel for being in
accord with the SEC’s New Rules of Procedure, and, thus, such could not be
prejudicial to petitioner. As regards
the admission of PNCC’s amended answer, the CA held that such could not be
considered as a conspiratorial act as petitioner did not oppose such admission.
On the
issue of the preliminary conference brief being merely permissive, the CA noted
that during the June 5, 2000 hearing, it was specifically ordered by the
Hearing Panel for the parties to file their respective briefs with attached
affidavits of their witnesses before the actual preliminary conference. Thus, petitioner could have prepared and
filed his brief before the June 13, 2000 preliminary conference. However, petitioner chose to remain silent
and simply adopted his previous preliminary conference brief. Petitioner never made known to the Hearing
Panel his assertion that the filing of his brief was merely permissive. Besides, it was the Hearing Panel who had the
say on whether preliminary conference briefs should be filed or not.
On the
issue of the limitation on the presentation of petitioner’s rebuttal evidence,
the CA likewise found it untenable as he could have filed a reply to traverse
the new one-paragraph allegation in the amended answer or, in the alternative,
referred to supporting documents and affidavits negating such new matter in his
preliminary conference brief. Petitioner
did neither. The CA then opined that
“[petitioner] could not now cry foul over his lapses as due process is not
violated where a person is given the opportunity to be heard but chooses not to
give his side.”
Likewise,
the CA reasoned that petitioner could not assail the findings of facts and
conclusions of law by the Hearing Panel as such are based on the aggregate
evidence presented by the parties. It
pointed out that the evidence presented during the hearings for the issuance of
a preliminary injunction was preliminary or only a sample to support the
issuance of the injunctive writ. Verily,
the CA ruled that the findings of the Hearing Officer in the issuance of the
TRO and injunctive writ could not pre-empt the conclusive findings of the
tribunal after due trial and presentation of all the evidence adduced by the
parties. Thus, the CA was convinced that
petitioner was indeed accorded due process and given ample opportunity to
ventilate his case.
In fine, the appellate court likewise held
the applicability of Children’s Garden of the Philippines[40] and the
fact that the assailed issuance of shares of stock to the GFIs was for valuable
consideration, that is, the existing loan credit obligations. The CA then ruled
that petitioner was guilty of forum shopping for having raised substantially
the same issues before the SEC and RTC.
Hence, the
instant petition is now before the Court.
Parenthetically,
on June 19, 2000, petitioner filed a Notice of Dismissal and Motion to Dismiss
Third Amended Complaint[41]
in Civil Case No. 95-1356 before the Makati City RTC, Branch 142. Petitioner reasoned that based on the
position taken and the admissions made by PNCC and the GFIs in other cases,
with respect to the validity of LOI 1295, he was no longer certain if it was
proper for him to maintain suit for the enforcement and implementation of said
law. The trial court promptly dismissed
Civil Case No. 95-1356 through its June 23, 2000 Order.[42]
Similarly, sometime
in September 2000, PNCC filed a motion to dismiss CA-G.R. SP No. 58117
before the CA Ninth Division, as said case had been rendered moot
and academic by the July 10, 2000 Decision of the SEC SICD Hearing Panel, which
lifted and revoked the preliminary injunction granted through the assailed SEC
SICD September 8, 1998 Order.
Consequently, CA-G.R. SP No. 58117 was dismissed through the September 19, 2000 CA
Resolution.[43]
The Issues
Petitioner
raises the following grounds for our consideration:
I
THE COURT OF APPEALS HAS COMMITTED REVERSIBLE ERROR IN NOT FINDING THAT THE SEC EN BANC GROSSLY ERRED IN NOT HOLDING THAT THE PROCEEDINGS BELOW WERE PROCEDURALLY FLAWED BECAUSE THE HEARING PANEL HAD RAILROADED THE TRIAL IN FAVOR OF RESPONDENT PNCC.
A. The Court of Appeals has committed reversible
error in not finding that the SEC en banc grossly erred in not holding that the
Hearing Panel, in issuing the Omnibus Order dated
i. Respondent PNCC’s Motion to Terminate Plaintiff’s Rebuttal Evidence was a mere scrap of paper and should not have been given due course by the Hearing Panel.
ii. The premature termination of petitioner’s rebuttal evidence was a denial of his right to due process.
iii. The cancellation of the 19 and
iv. The Hearing Panel grossly erred in finding that petitioner could not have presented new or significant evidence on rebuttal, and that petitioner had already presented sufficient rebuttal evidence, considering that said findings contradict each other and are presumptuous and bereft of any factual basis.
B. The Court of Appeals has committed reversible
error in not finding that the SEC en banc grossly erred in not holding that the
Hearing Panel, in issuing the Preliminary Conference Order dated
II
THE COURT OF APPEALS
HAS COMMITTED REVERSIBLE ERROR IN UPHOLDING THE SEC EN BANC ORDER DATED
A. Badges of fraud abound in the pages of the
Decision dated
B. The SEC en banc’s and the Hearing Panel’s findings of fact are inexplicably the opposite of the findings of fact previously made by Hearing Officer Gallegos and the SEC en banc, even though both sets of findings of fact are based on the very same evidence.
C. The Court of Appeals has committed reversible error in finding that petitioner is guilty of forum shopping.
D. The Court of Appeals has committed reversible error in not ruling that the SEC en banc grossly erred in not holding that the Hearing Panel committed reversible error and grave abuse of discretion in considering evidence not formally offered and admitted.
E. The
Court of Appeals has committed reversible error in not ruling that the SEC en
banc grossly erred in not holding that the Hearing Panel committed reversible
error and grave abuse of discretion in making findings of fact not supported by
the evidence on record and in disregarding “overwhelming” evidence.[44]
Petitioner challenges the CA decision
on the ground that he was denied due process. He also claims that the CA erred in ruling
that the factual findings of the SEC SICD Hearing Panel, as affirmed by the SEC
en banc, were conclusive on it. Finally,
he faults the CA for its failure to appreciate circumstances that would not
only show denial of due process but of fraud and conspiracy in railroading the
instant case against him.
The Court’s Ruling
The
petition is bereft of merit.
Procedural
Due Process
Procedural
due process, in gist, is the necessity for notice and an opportunity to be
heard before judgment is rendered. Its
essence is encapsulated in the immortal cry of Themistocles to Alcibiades: “Strike––but hear me first.”[45] Thus, as long as a party is given the
opportunity to defend his/her interests in due course, the party would have no
reason to complain, for it is this opportunity to be heard that makes up the
essence of due process.[46]
In
administrative and quasi-judicial proceedings where the magistrates or
tribunals hearing the case are not bound by the niceties and finer points of
judicial due process, the “cardinal primary” requirements of procedural due
process, as gleaned by Justice Laurel from an array of American decisions, were
enumerated in Tibay v. Court of Industrial Relations, as follows:
(1) The first of these rights is the right to a hearing, which includes the right of the party interested or affected to present his own case and submit evidence in support thereof. x x x
(2) Not only must the party be given an opportunity to present his case and to adduce evidence tending to establish the rights which he asserts but the tribunal must consider the evidence presented. x x x
(3) While the duty to deliberate does not impose the obligation to decide right, it does imply a necessity which cannot be disregarded, namely, that of having something to support its decision. x x x
(4) Not only must there be some evidence to support a finding or conclusion (City of Manila vs. Agustin, G. R. No. 45844, promulgated November 29, 1937, XXXVI O.G. 1335), but the evidence must be “substantial.” x x x
(5) The decision must be rendered on the evidence presented at the hearing, or at least contained in the record and disclosed to the parties affected. x x x
(6) The [c]ourt x x x or any of its judges, therefore, must act on its or his own independent consideration of the law and facts of the controversy, and not simply accept the views of a subordinate in arriving at a decision. x x x
(7)
[The court] should, in all controversial questions, render its decision
in such a manner that the parties to the proceeding can know the various issues
involved, and the reasons for the decisions rendered. The performance of this duty is inseparable
from the authority conferred upon it.[47]
(Emphasis supplied.)
Prescinding
from the above requirements, it is thus clear that the proceedings before the
SEC SICD Hearing Panel are bound by these requirements. To determine whether petitioner was denied
due process as alleged, we will scrutinize the proceedings below.
Proceedings
before the Hearing Panel
For
clarity, we reiterate the significant and relevant events that transpired which
are mainly being assailed by petitioner.
It is
undisputed that the instant case was pending for over four (4) years before the
SEC SICD, that is, from May 31, 1996 until the rendition of the SEC SICD Decision on July
10, 2000. In the intervening
time, petitioner was granted a 20-day TRO on
Meanwhile,
on May 20, 1999, petitioner filed a motion to admit amended complaint which was
granted by the Hearing Officer.
Consequently, PNCC and the GFIs filed their respective answers to the
amended complaint. On May 8, 2000, PNCC
in turn filed a motion for leave to admit amended answer, which was not opposed
by petitioner, and duly granted by the Hearing Panel on June 1, 2000.
Likewise,
PNCC’s March 21, 2000 motion to designate hearing panel, while opposed by
petitioner, was granted on April 6, 2000 and the Hearing Panel was constituted;
however, petitioner did not assail this grant as he failed to file a Motion for
Reconsideration of the April 6, 2000 Order.
Consequently,
a new preliminary conference was scheduled for June 13, 2000 but was moved to
June 29, 2000 due to conflict of schedules of the counsels, but was reset to
the original date of June 13, 2000 upon PNCC’s urgent motion to conform with
the then SEC New Rules of Procedure.
During the
preliminary conference of
On July 10,
2000, the Hearing Panel rendered its Decision dismissing petitioner’s case for
lack of merit.
Were the
foregoing proceedings procedurally flawed as alleged by petitioner? Were the proceedings of the instant case
before the SEC SICD Hearing Panel railroaded?
Was there a conspiracy between the Hearing Panel and respondent PNCC and
the GFIs? Was petitioner’s right to due
process violated? A review of the then
SEC New Rules of Procedure will shed light on the issue of due process.
SEC Rules
prescribe a summary procedure
A cursory
reading of the then prevailing SEC New Rules of Procedure shows that the
proceedings before the Hearing Officers or Hearing Panel are summary in nature
and to be conducted expeditiously in the “interest of just, speedy and
inexpensive determination of disputes and claims.”[48]
Notably,
said rules provided:
RULE I
SEC. 4. Nature of Proceedings.—Subject to the requirements of due process, proceedings before the Commission shall be summary in nature not necessarily adhering to or following the technical rules of evidence obtaining in the regular courts. Provided, however, that the Rules of Court may apply in a suppletory manner whenever practicable.
x x
x x
RULE V
PROCEEDINGS BEFORE THE
DESIGNATED
HEARING OFFICER
SECTION 1. Preliminary Conference.—In any action, the Hearing Officer shall set the case for preliminary conference within ten (10) days after the last pleading is filed, and the parties and their attorneys shall be directed to appear before the Hearing Officer on the dates set on the notice, to consider based on the affidavits, documents and other evidence submitted by the parties:
a. The possibility of an amicable settlement;
b. The simplification of the issues;
c. Schedule hearing which must be undertaken continuously as scheduled until completed and terminated; and
d. Such other matters as may aid in the just and speedy disposition of the case.
The Hearing Officer shall terminate the preliminary conference ten (10) days after its commencement, whether or not the parties have agreed to settle their differences.
x x x x
SEC. 4. Preliminary Conference Order.—After the preliminary conference, the Hearing Officer shall issue an Order reciting the action taken at the conference; the stipulations made by the parties as to any of the matters considered; a recital of such other evidence as the parties may have agreed upon; the witnesses, if any, to be presented by all the parties; and the scheduled dates of hearing for presentation of all such witnesses. Provided, however, that the hearings shall be commenced not later than fifteen (15) days from the date of the termination of the preliminary conference and completed within twenty (20) days from the date of the first hearing. Provided, further, that the failure of a party to present a witness or witnesses on a scheduled hearing date shall be deemed a waiver of such hearing date. Provided, finally, that a party may present such witness or witnesses within the remaining hearing dates.
SEC. 5. Submission of Position Papers and Draft Decisions.— Within fifteen (15) days after the submission of case for resolution, the parties shall submit their position papers setting forth the law and the facts relied upon by them. They shall also be required to submit a draft of the decision or resolution they seek, stating clearly and distinctly the facts and the law upon which it is based. The Hearing Officer may adopt, in whole or in part, either of the parties’ draft decision or resolution, or reject both.
RULE VI
DECISION
SECTION 1. Decision.—The Hearing Officer shall render a decision within twenty (20) days from submission of the case for resolution. (Emphasis supplied.)
No denial
of due process
From the
foregoing provisions, it becomes clear that petitioner was indeed accorded due
process. The requirements spelled out in
Ang Tibay have been complied with.
Verily, a close examination of the proceedings in the SEC SICD in the
backdrop of the above rules shows that petitioner’s right to due process was
not violated. He was indeed accorded ample
opportunity to ventilate his position.
First, there
is no cause shown for arbitrariness or ill-motive in the constitution of the
Hearing Panel. While petitioner opposed
PNCC’s motion for its constitution, the April 6, 2000 Order granting it was not
questioned nor assailed by petitioner in a motion for reconsideration. Verily, the rules allow the constitution of a
hearing panel, as Sec. 2 of Rule I, SEC New Rules of Procedure on Definitions
provides that a Hearing Officer is “any Commissioner, officer, body or panel
duly designated or created by the Commission to hear and decide a
particular case (emphasis supplied).”
Thus, by
failing to question the Hearing Panel’s constitution, and by participating in
the proceedings before the panel, petitioner had indeed acquiesced to and
waived any question on its constitution.
Second, the
resetting of the preliminary conference back to the original schedule of June
13, 2000 is well within the authority of the Hearing Panel and pursuant to Rule
V, Sec. 1 of the SEC Rules which provides that the preliminary conference be set
within 10 days after the last pleading was filed.
Indeed, the
last pleading filed was the amended answer to which petitioner opted not to
file a reply despite the opportunity to do so.
More so, when the amended answer only raised a new one-paragraph matter
on the deed of confirmation and its supplement executed by the GFIs. In this setting, we find nothing out of line.
Third, petitioner contends that the SEC Hearing
Panel required the submission of preliminary conference briefs for the June 13,
2000 preliminary conference when, under the SEC’s Rules of Procedure, the
filing of such briefs was not mandatory.
In this regard, we do not fault but rather commend the SEC Hearing Panel
for taking the necessary steps to ensure that the proceedings are conducted in
an orderly fashion. The SEC Hearing
Panel, in directing the submission of briefs, was simply mindful of the
importance of pre-trial as means of facilitating the disposal of cases by
simplifying or limiting the issues and avoiding unnecessary proof of facts at
the trial, or exploring the possibility of an amicable settlement or of
submission to arbitration, and generally to do whatever may reasonably be
necessary to facilitate and shorten the formal trial.[49] Recently, we issued Resolution No. 03-1-09-SC
on the Guidelines on Pre-trial and on the Use of the Different Modes of
Discovery and Deposition, stressing that pre-trial, if used properly, is a very
effective case management tool to obliterate case delay and expedite case
processing and adjudication.
In any
event, no prejudice could have been suffered by petitioner arising from his
inability to file brief for the June 13, 2000 preliminary conference as he had
already finished presentation of his evidence.
The conference was conducted only with respect to additional matters
raised in PNCC’s Amended Answer which did not however alter its theory. Moreover, petitioner cannot now say that he
failed to file his preliminary conference brief due to short notice as he only
received the order granting the resetting on June 9, 2000, a Friday. It is undisputed that the parties were granted
enough time through the June 2, 2000 Order setting the original schedule on
June 13, 2000 and for the parties to file their respective briefs. Indeed, petitioner had sufficient time to
prepare and file his brief.
Fourth, on
the issue of not being accorded the opportunity to file an opposition to PNCC’s
urgent motion to reset the preliminary conference back to June 13, 2000,
suffice it to say that the urgent motion was non-litigious, then it may be
granted ex-parte as the matter raised pertains only to the schedule of
the preliminary conference in accordance with the rules. Otherwise, the opposition will further delay
the preliminary conference proceeding which the rules precisely obviate.
Fifth, the
ruling of the Hearing Panel during the June 13, 2000 preliminary conference
barring petitioner from presenting additional witnesses is within its authority
and competence. Indeed, the reasons
given for such curtailment were that petitioner failed to file his reply to
address the sole new matter raised in the amended answer, to file an amended
preliminary conference brief required by the panel, and to submit the
affidavits of his witnesses required to be appended to his brief.
While the SEC
New Rules of Procedure allows the testimony of adverse witnesses sans their
affidavits, the records do not show that petitioner informed the Hearing Panel
of the names of his additional witnesses, the description of their testimony,
and the documentary evidence they would identify except the general description
that they are adverse witnesses. Indeed,
petitioner did not dispute these except to cry foul that the curtailment of
presenting additional witnesses and evidence violated his right to due
process. Given the fact that petitioner
was hedging and was, so to say, “fishing” for evidence, it is but proper that
he was barred from further presenting additional witnesses in order not to
needlessly prolong the proceedings.
Sixth, in
the same vein, the ruling of the Hearing Panel to terminate petitioner’s
presentation of rebuttal evidence in the July 3, 2000 Omnibus Order is likewise
well-taken. Indeed, the Hearing Panel
granted petitioner’s oral motion for presentation of rebuttal evidence but
limited it to the testimony of petitioner himself and Mr. Froilan V.
Bacuńgan. However, on the scheduled date
for their testimony, petitioner presented other witnesses and again went on a
“fishing expedition.” Given that no
persuasive additional evidence was forthcoming, the termination of rebuttal
evidence is proper. Besides, as
correctly ruled by the Hearing Panel, additional evidence of the same class may
be dispensed with if such would not add anything substantial or material to
what has already been presented.
Petitioner
however argues that by the termination of his rebuttal evidence, he was
deprived of the right to prove that (1) the signatories to the Deed of
Confirmation and Supplement were not authorized by their respective Boards of
Directors; (2) the GFIs have not actually cancelled PNCC’s loan in their books;
and (3) the GFIs have likewise not cancelled the interest, penalties,
adjustments for peso devaluation, and other surcharges that accrued PNCC’s loan
from 1982 to 2000.[50]
The records
reveal that petitioner could very well have introduced evidence on the alleged
non-cancellation of the loans and other charges in the books of the GFIs during
the presentation of his evidence-in-chief.
Having failed to do so, petitioner can no longer belatedly interject
such evidence into the record through the right to introduce rebuttal
evidence. Such evidence, if any, can be
considered as forgotten evidence which is evidence already existing at the time
of the trial but was not presented at that stage of the proceedings.
Anent the
authority of the signatories to the Deed of Confirmation and Supplement,
petitioner could also have confronted PNCC’s witnesses, especially Atty. Raul
Villanueva who was presented to prove this fact, when they testified before the
SEC Hearing Panel. Petitioner again
failed to do this. Lastly, the SEC
Hearing Panel had determined that there was sufficient evidence on record to
render an informed judgment on the issues of fact before it. Thus, there is nothing irregular in the
discontinuation of the presentation of rebuttal evidence.
Seventh, the
disallowance of petitioner’s second amended complaint is also proper as the
proceedings were already at the late stage, and it was not expeditious to go
back again to the stage for respondents to file their answers and set anew a
fourth preliminary conference. Besides,
the amendment which petitioner wanted to be incorporated refers to the sole new
issue in PNCC’s amended answer, which he could have addressed with a reply to
the amended answer or through an amended preliminary conference brief. Petitioner did neither. He had thus waived his right to address the
sole new matter raised in the amended answer; and if otherwise, the summary and
expeditious nature of the proceedings below would be duly compromised. Indeed, when a party is given ample
opportunity to present his case, his failure to do so is not a denial of due
process.
In no
uncertain terms, the CA explicated that the assailed acts of the SEC Hearing
Panel considered as badges of fraud by petitioner find legal mooring either in
the SEC’s Rules of Procedure or are within its quasi-judicial powers. Petitioner’s participation in the proceedings
and actions taken by the panel or his failure to vigorously pursue his
objections to them can only be construed to be an acquiescence to such actions
or waiver of his rights. Petitioner
cannot now be heard to complain.
No evidence
of fraud and conspiracy
We now move
on to the issues of fraud and conspiracy which petitioner foisted to show that
the instant case was railroaded and fast-tracked against him.
Petitioner
would like us to believe that the CA and the SEC en banc erred in not
considering the badges of fraud he presented to show that the case was railroaded. First, petitioner points out that the SEC
SICD only took seven (7) days to come out with a “grammar-perfect”
decision. Second, petitioner strongly
asserts that the proceedings were fast-tracked due to the government’s action
to privatize some of the assets of the GFIs which include the subject shares of
stock. Third, petitioner presents
numerous instances in the July 10, 2000 SEC SICD Decision which, he proffers, indubitably
showed that it was not the Hearing Panel which penned the decision but
respondent PNCC.
We are not
persuaded.
Petitioner
has not shown any proof or substantial evidence of fraud and conspiracy. Indeed, he who alleges fraud must prove it
for basic is the rule that actori incumbit onus probandi.[51] Differently stated, upon the plaintiff in a civil case, the
burden of proof never parts.[52] In the case at bar, the petitioner must
therefore establish his allegation of fraud by a preponderance of evidence.[53] Once again, petitioner utterly failed to do
this. In addition, it is an aged-old
rule in civil cases that he who alleges a fact has the burden of proving it and
a mere allegation is not evidence.[54] Fraud is never presumed, but must be
established by clear and convincing evidence.[55]
Indeed, a cursory reading of the
comparative statements presented by petitioner proves nothing beyond the fact
that they are similarly worded. Even
granting arguendo that these statements in the decision were taken from
the pleadings of PNCC, no ill-motive or adverse conclusion may be derived from said
decision as the SEC New Rules of Procedure, specifically Sec. 5 of Rule V,
allows the Hearing Officer to adopt in whole or in part a draft decision,
position paper, or other pleadings for that matter filed by the parties. While it is true that the parties did not
file any draft decision or position paper, yet the Hearing Panel is not barred
to adopt a part or portion of any pleadings filed by the parties. If the Hearing Panel is allowed to adopt a
draft decision or position paper, more so is it allowed to adopt any portion from
the pleadings filed by the parties.
Moreover, Sec. 1 of Rule VI
particularly provides that the decision must be rendered within 20 days from
the submission of the case for resolution.
Thus, by complying with the directive provided by said Rules, the Hearing
Panel cannot be faulted in rendering the July 10, 2000 Decision after only seven
(7) days from the submission of the instant case for resolution on the
merits. In fact, the Hearing Panel must
be commended for doing its job expeditiously.
Anent the issue of the government’s
privatization as the cause of the alleged rapid processing of the case, such is
utterly specious and bereft of any factual basis. Petitioner wants us to believe that the
government, through the GFIs, exerted pressure on the Hearing Panel and the SEC
en banc for a favorable judgment.
This is utterly an unfounded innuendo as petitioner has not presented even
an iota of proof to substantiate his accusation. Allegations are easily leveled but proving
them is another matter. In the absence
of proof, petitioner only has bare allegations and nothing more.
Findings of facts of administrative bodies accorded
finality when supported by substantial evidence
On the merits of the case, suffice it
to say that the findings of facts and conclusions of law of the SEC are
controlling on the reviewing authority.
Indeed, the rule is that the findings of fact of administrative bodies,
if based on substantial evidence, are controlling on the reviewing authority.[56]
We disagree with petitioner that
there was a change in the findings by the Hearing Panel vis-ŕ-vis the findings
of the Hearing Officer in the grant of the preliminary injunction upon the same
set of evidence. It must be borne in
mind that the pieces of evidence presented during the hearings for the issuance
of the injunctive writ were only preliminary ones, that is, a sampling of the
evidence intended to give the tribunal an idea of the justification for the
issuance of the injunctive writ pending the decision of the case on the merits. As often repeated, the issuance of an
injunctive writ cannot preempt the resolution of the case on the merits. Indeed, the records show that PNCC and
respondent GFIs presented additional evidence aside from what were presented
during the hearings for the issuance of the injunctive writ. Thus, petitioner has no basis to say that the
decision was based on the same evidence presented during the hearings for the
issuance of the preliminary injunction, which were held in 1998.
It has been held that it is not for
the appellate court to substitute its own judgment for that of the
administrative agency on the sufficiency of the evidence and the credibility of
the witnesses.[57] The Hearing Panel had the optimum opportunity
to review the pieces of evidence presented before it and to observe the
demeanor of the witnesses. Administrative
decisions on matters within their jurisdiction are entitled to respect and can
only be set aside on proof of grave abuse of discretion, fraud, or error of law,[58] which
have not been shown by petitioner in this case.
It is well-settled that factual
findings of administrative agencies are generally held to be binding and final
so long as they are supported by substantial evidence in the record of the
case. It is not the function of this
Court to analyze or weigh all over again the evidence and credibility of
witnesses presented before the lower court, tribunal, or office, as we are not a
trier of facts. Our jurisdiction is
limited to reviewing and revising errors of law imputed to the lower court, the
latter’s findings of fact being conclusive and not reviewable by this Court.[59]
The CA found neither reversible error
nor grave abuse of discretion on the part of the SEC en banc in
affirming the decision of the SEC SICD Hearing Panel, which was supported by
substantial evidence. Thus, we find no
reason to rule otherwise.
LOI 1295
has been implemented
Even
without considering our factual determination in Children’s Garden of the
Philippines v. APT,[60] still we
arrive at the same conclusion that LOI 1295 was indeed implemented.
First, it
is undisputed that shares of stock were issued to the GFIs converting part of
their outstanding loan credit to equity with PNCC. The certificates of stock issued attest to
this fact. Moreover, the administrative
body below had duly debunked any irregularity in the face of these certificates
of stock. Second, the records and
accounts of PNCC duly reflected such debt-to-equity conversion as attested to
by the independent auditors from Carlos J. Valdes & Co., Certified Public
Accountants, in the comparative Financial Statements covering the years 1982
and 1983. Third, the due
issuance of the shares of stock in the names of the GFIs was corroborated by
PNCC’s stock transfer agent, Caval Securities Registry, Inc. Fourth, the Deed of Confirmation and its
Supplement erased any doubt as to the implementation of LOI 1295. Thus, based on these reasons, there can be no
doubt as to the implementation of LOI 1295.
Corollarily, the shares of stock subject of the instant case issued to
the GFIs were for value and thus cannot be considered as void or “watered
stocks.”
Petitioner
guilty of forum shopping
On the
issue of forum shopping, we agree with both the SEC en banc and the CA
that petitioner is guilty of forum shopping.
A close perusal of both the Amended Complaint in SICD SEC Case No.
05-96-5357 and the Third Amended Complaint in Civil Case No. 95-1356 shows that
both cases are derived from the same factual issues involving substantially the
same parties. Although the actions seem
to be different, yet it can be seen that there is a splitting of a cause of
action.
While, on the one hand,
the instant case was for the determination whether the GFIs are indeed
stockholders of PNCC and their respective number of shares, and on the other,
Civil Case No. 95-1356 was for the enforcement and compliance of LOI 1295, yet
both actions involved substantially the same parties, stemming from the same
factual antecedent of the debt-to-equity conversion mandated by LOI 1295 and involved
the same cause of action that petitioner anchors both complaints, that is, that
LOI 1295 was not fully implemented.
In this connection, we
reject petitioner’s pretense that no identity exists between Civil Case No.
95-1356 and the instant case, both of which substantially involve the same
parties, having the same cause of action and which stem from the same factual
antecedents. The fact remains that in Civil
Case No. 95-1356, petitioner prayed for the enforcement and compliance of LOI 1295,
the same relief he could have asked for in the instant case before the SEC proceedings
below. The fact that he made PNCC as
complainant in the civil case does not alter the essence of said case in which the
GFIs are made to answer substantially the same issues raised in the instant
case. It is indeed revealing that
petitioner withdrew his third amended complaint before the trial court on June
19, 2000 when the instant case was at its last stages before the Hearing
Panel. Moreover, while petitioner
informed the trial court of the pendency of the instant case, yet petitioner
fatally failed to state in his verification and certification[61]
the status of the instant case as required by Sec. 5, 1(b)[62]
of Rule 7, 1997 Rules of Civil Procedure.
Clearly, petitioner is guilty of forum shopping.
SEC has jurisdiction to
compel PNCC to hold annual stockholders’ meetings and election of board of
directors
Finally, it
has been settled in Philippine National Construction Corporation v. Pabion[63]
that PNCC is an acquired asset corporation and not a government-owned and/or
controlled corporation (GOCC). In said
case, we held that PNCC did not lose its status as a private corporation upon
acquisition by the government through GFIs of the majority of its shares of
stock. Our determination that PNCC is an
acquired asset corporation removed it from the category of a GOCC. Thus, while the SEC has no jurisdiction over
GOCCs with original charter or created by special law primarily because they are
governed by their charters, it retains jurisdiction over government-acquired
asset corporations. Therefore, the SEC
may compel PNCC to hold a stockholders’ meeting for the purpose of electing
members of the latter’s board of directors.
WHEREFORE, the instant petition is DISMISSED
for lack of merit and the November 29, 2000 Decision of the CA in CA-G.R.
SP No. 60366 is hereby AFFIRMED in toto. Costs
against petitioner.
SO ORDERED.
PRESBITERO
J. VELASCO, JR.
Associate
Justice
WE CONCUR:
CONCHITA CARPIO MORALES
Associate Justice
Acting Chairperson
DANTE O. TINGA ANTONIO EDUARDO B. NACHURA
Associate Justice Associate Justice
RUBEN T. REYES
Associate Justice
A T T E S T A T I O N
I attest that the conclusions in the
above Decision had been reached in consultation before the case was assigned to
the writer of the opinion of the Court’s Division.
CONCHITA
CARPIO MORALES
Associate
Justice
Acting
Chairperson
C E R T I F
I C A T I O N
Pursuant to Section 13, Article VIII of the
Constitution, and the Division Acting Chairperson’s Attestation, I certify that
the conclusions in the above Decision had been reached in consultation before
the case was assigned to the writer of the opinion of the Court’s Division.
REYNATO S. PUNO
Chief Justice
[2]
[3]
[4]
“Directing the Measures to Expedite the Financial Rehabilitation Program of
Construction and Development Corporation of the Philippines (CDCP),” which we
quote in toto:
LETTER OF
INSTRUCTION NO. 1295
DIRECTING THE
MEASURES TO EXPEDITE THE FINANCIAL REHABILITATION PROGRAM OF CONSTRUCTION AND DEVELOPMENT CORPORATION OF THE
TO: All Concerned
Pursuant to
the Government’s decision to extend all the necessary assistance in the
financial rehabilitation
program of CDCP, the following are hereby directed and authorized to do as follows:
1. Development Bank of the
Government Service Insurance
System (GSIS)
Land Bank of the
National Development Company
(NDC)
Philippine Export and Foreign
Loan
Guarantee Corporation (PEFLGC)
Philippine National Bank (PNB)
shall convert as of December 31, 1982 all
of the direct obligations of CDCP and those of its wholly-owned subsidiaries to
such government financial institutions including interests, fees and advances
in any currency outstanding as of December 31, 1982 into shares of common stock
of December 31, 1982 into shares of common stock of CDCP at par value. For purposes of converting the obligations of
CDCP’s wholly-owned subsidiaries into shares of stock of CDCP, CDCP shall
assume the outstanding obligations of its concerned subsidiaries to the
affected financial institutions. The
CDCP wholly-owned subsidiaries herein referred to are the following:
CDCP Farms
Corporation
Dasmarinas
Estates Development Corporation
Dasmarinas
Industrial Steel Corporation
Manila Land
Corporation
Marina
Properties Corporation
Tierra
Factors Corporation
For purposes of determining the peso
equivalent of the foreign currency-denominated obligations, the conversion rate
to be used shall be the Central Bank guiding rates as of January 3, 1983, as
follows:
US Dollar : US$ 1.00 = P9.1730
Deutsche mark : DM
1.00 =
3.8618
Malaysian Ringgits: MS$ 1.00 = 3.9627
2. For
the Direct obligations of CDCP to the abovenamed government financial
institutions maturing in 1983, the institutions concerned shall convert on
January 31, 1983 the maturities on such direct obligations into shares of
common stock of CDCP at par value.
This will result in the:
a) payment by CDCP on January 31, 1983 of all the
maturities for the month of January 31, 1983
on such direct obligations;
b) prepayment by CDCP on January 31, 1983 of the principal
maturities from February 1, 1983
to December 31, 1983 on such direct obligations;
c) payment by CDCP on January 31, 1983 of all related
interest charges up to January 31, 1983
on the total outstanding obligations;
d) prepayment by CDCP on January 31, 1983 of all related
interest charges from February 1,
1983 to December 31, 1983 on the outstanding direct obligations (net of principal
maturities
prepaid as required in (b) hereof).
After CDCP has made the prepayments/payments required
herein, CDCP shall not be required to make further payments for interest on
such direct obligations up to, and inclusive of, December 31, 1983.
3. For
CDCP obligations maturing in 1983 which are guaranteed by the abovenamed
government financial institutions (herein referred to as government-guaranteed
obligations), such government financial institution shall cause CDCP to prepay
on January 31, 1983 in shares of its common stock of the following:
a) the lease rental payment and principal maturities from
February 1, 1983 to December 31, 1983
on such government-guaranteed obligations;
b) all related interest charges up to January 31, 1983 on
total outstanding government- guaranteed
obligations, inclusive of the applicable withholding taxes on the relevant foreign
remittances for interest payments; and
c) all related interest charges from February 1, 1983 to
December 31, 1983 on the outstanding
direct loans (net of principal maturities prepaid as required in (a) hereof).
The guarantor institution will then be responsible for
paying the creditors of CDCP the 1983 maturities on such government-guaranteed
obligations.
After CDCP has made the payments/prepayments herein,
CDCP shall not be required to make further payments for interests on such
government-guaranteed obligations to, and inclusive of, December 31, 1983.
4. With
respect to CDCP obligations wherein one government financial institution
guarantees another, the institution (i.e., the primary creditor) which directly
extended the credit facility to CDCP shall be the entity that is the subject of
Items Nos. 1 and 2 above.
5. For
purposes of determining the peso equivalent of the portion of the obligations
referred to in Item Nos. 2 and 3 above which are foreign currency-denominated,
the conversion rate to be used shall be the Central Bank guiding rates as of
January 19, 1983, as follows:
US$ 1.00 = P 9.305
DM 1.00 = 3.8829
M$ 1.00 = 4.1193
Furthermore, for the 1983 interest maturities for
which the reference base rates (i.e., Prime, London Interbank Offered,
Singapore Interbank Offered, and the Manila Reference Rates) have not been
determined by the concerned creditors as stipulated in their respective credit
or loan agreements with CDCP, the reference base rates to be used for
calculating the interest payable shall be the published rates as of January 19,
1983, as follows:
% per annum
Manila Reference Rate (180 days) 15-5/16%
6. All
outstanding collaterals, securities, and guarantees related to the aforesaid
direct obligations and government-related obligations, that are converted into
shares of stock of CDCP in accordance with Item Nos. 1, 2, and 3 above, shall
be released to CDCP by the government financial institutions concerned. In the event that, after conversion of the
aforesaid obligations and maturities into CDCP common shares, there would be
balances still remaining on the related obligations, the government financial
institutions concerned shall release the covering collaterals, and securities
in proportion to the reduction in amount of the related obligations.
This Letter of Instruction shall take effect
immediately.
Done in the City of
[Sgd.] President Ferdinand E. Marcos
[5] Rollo, Vol. 2, p. 1291.
[6]
[7]
[8] The
records do not indicate the certificate of stock issued to PNB.
[10] Rollo, Vol. 1, pp. 367-368; April 13, 1998 SEC SICD Order issued by Hearing Officer Rosalina Tividad-Tesorio.
[11]
[12]
[13]
[14]
[15]
[16]
[17]
[18]
[19]
[20]
[21]
[22]
[23]
[24]
[25] Supra note 3, at 540.
[26]
[27] Rollo, Vol. 1, pp. 986-991.
[28]
[29]
[30]
[31]
[32]
[33] G.R. No. 101057, February 7, 1992 (Resolution).
[34] Rollo,
Vol. 1, pp. 645-647.
[35]
[36]
[37]
[38]
[39] Supra note 2.
[40] Supra note 33.
[41] Rollo, Vol. 1, pp. 1085-1090.
[42]
[43] Rollo, Vol. 2, p. 1379.
[44] Rollo, Vol. 1, pp. 41-42.
[45] Ynot
v. Intermediate Appellate Court, G.R. No. L-74457,
[46] Estares
v. Court of Appeals, G.R. No. 144755,
[47] 69 Phil. 635, 642-644 (1940).
[48]
Introduction or preamble of the SEC New Rules of Procedure adopted and approved
on
[51] Upon the plaintiff lies the burden of proof.
[52] See Acabal v. Acabal, G.R. No. 148376, March 31, 2005, 454 SCRA 555, 569; Citibank, N.A. MasterCard v. Teodoro, G.R. No. 150905, September 23, 2003, 411 SCRA 577, 583; Luxuria Homes, Inc. v. CA, G.R. No. 125986, January 28, 1999, 302 SCRA 315, 325.
[53] See Revised Rules of Evidence, Rule 133, Sec. 1. See also: Borlongan v. Madrideo, G.R. No. 120267, January 25, 2000, 323 SCRA 248, 255; citing New Testament Church of God v. Court of Appeals, G.R. No. 102297, July 14, 1995, 246 SCRA 266, 269; and Republic v. Court of Appeals, G.R. No. 84966, November 21, 1991, 204 SCRA 160, 168.
[54] Luxuria Homes, Inc. v. Court of Appeals, supra note 52, at 325.
[55] Bravo-Guerrero v. Bravo, G.R. No. 152658, July 29, 2005, 465 SCRA 244, 264.
[56] Bernardo v. Court of Appeals, G.R. No. 124261, 27 May 2004, 429 SCRA 285, 299.
[57]
[58]
[59]
[60] Supra note 33.
[61] Rollo,
p. 1084.
[62]
SEC. 5. Certification against forum
shopping.—The plaintiff shall certify under oath in the complaint or
initiatory pleading asserting a claim for relief, or in a sworn certification
annexed thereto and simultaneously filed therewith: x x x (b) If there is such other pending
action or claim, a complete statement of the present status thereof
x x x (emphasis supplied).
[63]
G.R. No. 131715,